The Kyuubi and the Time Mage
by DarkChild316
Summary: Naruto and Team 7 are recruited by Crime Sorciere and Ultear to stop the threat of the newly reformed Balam Alliance of Dark Mages threatening to wreak havoc on the capitol city of Crocus. Naruto/Ultear. AU. Please R&R.


Sorry about the delay, but ladies and gentlemen it's time. I present to you the eleventh installment in my critically-acclaimed _**Naruto/Fairy Tail**_ crossover series: _**The Kyuubi and the Mages**_.

And this is where things start to get a bit interesting because this story begins having Naruto paired up with ladies outside of Fairy Tail. And as voted on by you the fans, the first woman on the list will be the former leader of the Seven Kin of Purgatory Ultear Milkovich.

So everyone sit back and enjoy this long-awaited special threat that I've worked so hard to bring to you.

Summary: Naruto and Team 7 are recruited by Crime Sorciere and Ultear to stop the threat of the newly reformed Balam Alliance of Dark Mages threatening to wreak havoc on the capitol city of Crocus.

Disclaimer: I do not own _**Naruto**_, _**Fairy Tail**_, or any of the characters in this story.

Notes: This story takes place two years after the 4th Shinobi World War and at the end of the Tartarus Arc. Naruto, Sasuke, and Sakura are all 19 and Ultear is 30. Also as always, Naruto's height in this story is 5'10 and he is voiced by Crispin Freeman.

As with my previous stories featuring Ultear, she has not aged at all despite using her Last Ages spell in storyline. Also starting with this story, Naruto no longer possesses the Sharingan, but he still has the Rinnegan as well as a few other powers that will be expanded upon more as the story progresses.

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><p>Naruto and Team 7 had arrived in Crocus and were now searching for their client for the assignment they had been tasked to by Kakashi, now the Sixth Hokage. The client was a woman by the name of Ultear Milkovich and her guild Crime Sorciere.<p>

Life for Naruto and his teammates had been fairly quiet since the end of the 4th Shinobi World War and the defeat of Kaguya and Madara as well as the final confrontation between his comrade and friend Sasuke Uchiha.

Since then, Sasuke had reconciled with his teammates and had returned to Konoha where at the behest of Naruto, he was pardoned by Kakashi for his crimes and was allowed to return to Konoha, which Sasuke was grateful to do.

Afterwards, as thanks for all they had done to save the shinobi world, Hagomoro bestowed upon Team 7 the title of _"Shin Jidai no Sanin"_ (Japanese for Sanin of the New Age) as well as restoring Sasuke and Naruto's arms that they had lost during their final battle.

The three members of Team 7 had seen a slight change in appearance over the past two years. Now a taller 19 year old young adult, Naruto's blonde hair was now cropped short and the metal portion of his forehead protector had been moved to a simple black elastic headband.

He now wore a black uniform-style jacket with an orange zipper and several buttons on the waist and sleeves. He wore a red armband with his clan's crest on his left arm and he carried his mother's sword at his hip and his father's sword on his back.

Sasuke wore a navy blue sash wrapped around his head multiple times, which tied his spiky hair down and pushed his hair over his forehead. He wore a black high-collared shirt (similar to the one he wore during his youth) with a midriff exposing flak jacket on over it which covered his right shoulder as well.

He also wore a tattered light brown poncho as well as three differently colored necklaces over the top of his poncho. He completed his look with a pair of light blue tattered pants while his ankles were wrapped in bandages wrapping all the way around his open-toed sandals.

Sakura had seen a considerable amount of physical growth. Her figure had grown to be more slender and her once flat chest was starting to see a considerable amount of growth to where her bust was almost as large as Ino's.

Sakura retained her shoulder-length hairstyle with her bangs now parted to the left, keeping it out of her eyes and a red cloth forehead protector. She wore a sleeveless red qipao dress with white circular design on the back similar to the one she wore during childhood.

She also wore black shorts underneath the dress, a brown leather belt around her waist, black gloves, grey elbow & knee protectors and high heeled sandals. And her forehead now sported a diamond mark similar to the one her teacher Tsunade had.

"Where are they?" Naruto wondered aloud before he and his teammates heard grinning behind them and they turned to see a woman who they correctly guessed was Ultear. Needless to say, Naruto was completely caught by surprise at her appearance.

Ultear was a pale-skinned woman with long, dark purple hair and brown eyes and a very curvy voluptuous figure. She wore a hooded blue cloak over a tabard-like garment that barely covered her front and back, and a sizeable slit exposing her cleavage.

Her attire was open on both sides of her body except for a small attachment at her waist and she wore long elbow-length light blue gloves on both arms and long black boots on her legs that left her upper thighs bare. Naruto couldn't help but blush at Ultear's alluring attire.

"Well, well, I heard there were three young ninja of Konoha looking for me. You must be Team 7." Ultear said with a smile on her face.

"And you must be Ultear, we got your request and everything, I'm Naruto Uzumaki Namikaze, and these are my teammates Sasuke Uchiha and Sakura Haruno." Naruto said as he shook Ultear's hand.

"Well it's an honor to finally meet you all and it's a pleasure to be working with you. Come, we should be getting back to the guild, we have very little time to prepare." Ultear said as he guided them back to their guild's hideout.

They soon arrived at one of the many mountains on the outskirts of town and after glancing around, Ultear took out her signature Lacrima Orb and held it up to the wall before it began to glow. Soon the wall of the mountain began to fade away leaving an opening about half the size of the St. Louis Gateway Arch.

"After you." Ultear said as she ushered Team 7 inside. The four of them continued walking before they came to an opening in the pathway and the mages looked out in awe at Crime Sorciere's headquarters which looked to be the equivalent of a modern-day version of the Hanging Gardens of Babylon.

"This place is amazing." Sakura said in disbelief and Ultear chuckled at the shinobi's amazed reactions.

"When we built this headquarters for ourselves following the Grand Magic Games, we wanted to build a headquarters that was natural, but still somewhat modernized as well."

"We quickly decided the best thing to base it off of, was one of the Seven Wonders of the Ancient World, and what better wonder of the Ancient World was there than the Hanging Gardens of Babylon." Ultear explained.

"I'll say, this place is amazing." Sasuke said, highly impresses at the ingenuity of the mages.

"Thank you, this way please." Ultear said as she guided the three Sanin inside to the central heart room where they came face-to-face with Ultear's teammates.

The first one was a young man who's most prominent features was his blue hair and a red tattoo above and under his right eye. His attire consisted of a dark coat with heart designs going down the sleeves and sides of the coat.

Beneath this he wore plated armor, which covered his abdomen and dark pants bearing the symbol of Crime Sorciere. Over the top of this, he sported a dark, high collared cloak.

The second person was a young, curvaceous pink-haired woman who wore a red dress with golden trim around a deep neckline that exposed a large amount of her ample cleavage with a short skirt and a golden obi-like belt tied around her waist and black stockings with brown boots.

"Naruto Uzumaki Namikaze, Sasuke Uchiha, Sakura Haruno, I thank you for coming here to aid us. My name is Jellal Fernandes and this is my partner Meredy." the blue-haired man, Jellal said.

"Jellal, it's good to be working with you and your guild. So what kind of threat are we looking at here." Naruto asked.

"Well according to our information, the remaining living members of the Balam Alliance, that's the name of the alliance of Dark Mages, have recently acquired a magical artifact known as Pandora's Box."

"The box is said to give those who possess it unimaginable power and combat prowess at the cost of the possessor's soul." Meredy explained.

"Now that the Balam Alliance has gotten their hands on this power, they're planning an attack on the capital city of Crocus."

"According to the information we received from our good friend Doranbolt, a member of the Magic Council, he informed us that the Balam Alliance plans to attack at nightfall tonight." Ultear said.

"So our job is to take down the Balam Alliance and finish them off for good. Not a problem, so what's the plan." Naruto said, now understanding the mission.

"Well our plan was to gather them together in one place and take them all out in one shot." Jellal stated.

"Wouldn't it be better to pick them off one-by-one and then take out the leader of the alliance last?" Sasuke asked Jellal.

"Are you sure that's a good idea to take them on one at a time?" Meredy asked, surprised by Sasuke's plan of action.

"Don't underestimate the strength of a Sanin Meredy, we're not your everyday ninja. We're more than capable of taking on these Balam Alliance members one-by-one." Naruto confidently said.

"But what if…" Meredy started to say.

"Don't worry about us Meredy, we've faced off against much tougher opponents than these Dark Mages and we've even faced a woman whose power was on the level of being a God, we'll be just fine." Sakura assured her and Meredy looked at Ultear and they both nodded.

"Very well then, we'll split up and take them out one-by-one. And the leader will be the last to fall." Ultear said.

"So who exactly is the leader of the Balam Alliance anyway?" Naruto asked Ultear.

"There are actually two leaders, one is a master of Darkness Magic that goes by the alias of Midnight, and the other is a master of a special type of Lost Magic called Arc of Embodiment named Rustyrose." Ultear answered.

"Then we'll save those two for last, those Dark Mages won't have any idea what hit them." Naruto said while tightening his fist and Ultear smiled at the blonde Sage of Six Paths.

"_There may be something desirable about him after all."_ Ultear thought to herself as she watched the blonde talking to his teammates with a slight blush on her face.

_**~Later at nightfall~**_

Naruto and his three teammates and the three members of Crime Sorciere had split up in search of the members of the Balam Alliance. So far all was quiet and there was no sign of the Dark Mages yet, but the peace was soon about to be broken.

_**BOOM**_

"What was that?" Naruto shouted before activating his Rinnegan and he saw that Sakura was engaged in battle with a voluptuous woman wearing a blue and white angelic dress that Naruto quickly identified as Angel from the information he and his teammates had been given by Jellal.

He soon heard another explosion and turned in the opposing direction and saw Sasuke in the distance fighting a slim man with tanned skin and spiky crimson hair and a scar over his right eye wearing a red coat with dark pants and boots. Cobra from Naruto's records.

"Shoot, Sakura's tied up with Angel and Sasuke's dealing with Cobra, this just got interesting." Naruto said before hearing a maniacal laugh behind him and he turned in time to see another Dark Mage materialize out of thin air.

This mage was an extremely tall, lean-built yet mildly muscular man with a bald head and many distinct tattoos on his torso and arms and he wore a dark cloak that made him look like a Shinigami and a lower long skirt similar to a hakama and he carried a large scythe.

"Well now this is a surprise. Welcome to the Balam Alliance's little game Naruto Uzumaki Namikaze." the man said with a sinister sneer.

"Oh damn, Erigor." Naruto said in annoyance.

"That's Grim Reaper to you, miserable worm. I must say this is quite the honor, I've never been able to kill a jinchuuriki before. It will be fun to see just how red your blood is." Erigor, AKA Grim Reaper sadistically said as his skin began to turn black with white markings appearing on his skin, and his hair turned white while his eyes turned bright red.

"_So this is the power of Pandora."_ Naruto thought to himself as he entered his _**Six Paths Senjutsu Mode**_.

"Listen, I came here to save this city and put a stop to the Balam Alliance once and for all, and if I have to run over a freak like you to accomplish that, I'll do it with pleasure." Naruto said as he stood ready to fight.

"_**Indestructible"**__ by Disturbed begins playing_

Naruto drew his mother's sword and both Naruto and Grim Reaper immediately charged each other. Naruto and Erigor began fiercely battling each other with their respective blades as Naruto went for several precision sliced at Erigor's chest while Erigor aimed for Naruto's neck.

"_**Wind Magic: Storm Bringer!"**_ Grim Reaper said as he performed several gestures with his left hand before moving his open hand towards Naruto generating a powerful tornado which spun towards Naruto.

"_**Fire Release: Rasenshuriken!"**_ Naruto said as he quickly formed a fiery version of his signature Rasenshuriken that he sent launching at the tornado. The fiery shuriken tore through the windy tornado absorbing its energy and making the attack stronger.

The attack slammed into the ground at Grim Reaper's feet exploding in a giant mass of fiery energy. Grim Reaper barely managed to leap into the air to evade the attack before cloaking himself in his Storm Mail spell in preparation for another attack.

"_**Wind Magic: Storm Shred!"**_ Grim Reaper declared as while clad in his Storm Mail spell, he began to fire barrages of wind blades from within the tornado at Naruto who countered by coating his mother's sword in fire chakra before cutting through the blades and going on the attack.

He flew towards the tornado that Grim Reaper was concealing himself in and tore through it with one fiery slash. But when the tornado of energy dispelled, Grim Reaper was nowhere to be seen.

Naruto looked around to see where he had gone, seemingly unaware that Grim Reaper had faded into the wind and was attempting to sneak attack him. But just as Grim Reaper was about to get the drop on Naruto, he quickly spun around and thrust his burning sword into Grim Reaper's chest.

"Impossible, this is IMPOSSIBLE! How could I lose to a pathetic little gnat like you?" Grim Reaper sputtered out as he raised his scythe in a last ditch attempt to kill Naruto, but Naruto simply severed Erigor's arm with his sword before slamming a burning _Rasengan_ into his chest.

"It's the end of the line for you. If you had been able to think rationally, you would have seen that your death was sealed the moment you first attacked me and that you were merely just prolonging the inevitable."

"Now then, I guess I could torture you and make you suffer for attacking me. Considering what you and the Balam Alliance are planning and all the sins you've committed in your life, I guess it would be appropriate."

"However I'm not as sadistic as you, so I think I'll stand here and watch you succumb to your wounds until you've taken your last miserable breath. So I guess there's nothing left to say but _Requiescat in Pace!_" Naruto finished saying as he watched until Erigor finally succumbed to his wounds before burning his remains.

"_I'm really starting to become more and more ruthless like Kaguya."_ Naruto thought to himself as he pinched the bridge of his nose before refocusing and heading off to meet up with his teammates which, judging by the lack of sounds of battling, they had finished off their opponents.

"Naruto, over here." he heard someone calling before looking to see it was his two teammates Sasuke and Sakura and he went to join up with them.

"Sorry that took so long, so I take it you're opponents are also out of the picture?" Naruto asked his comrades who nodded in response.

"I managed to finish off Angel after stopping her heart with a well-placed power punch to the chest." Sakura said proudly.

"And that Cobra guy's out of commission thanks to a _Chidori Sharp Spear_ to his skull." Sasuke confirmed.

"Well Erigor's done for, I took care of him with a _Fire Release: Rasengan_ to the chest." Naruto said.

"So that leaves just Racer, Kain Hikaru and Azuma as well as the leaders Midnight and Rustyrose." Sakura deduced before they heard a scream in the distance.

"That sounded like Ultear, come on." Naruto said as they rushed to make sure the Time Mage was okay.

Naruto and his teammates arrived just in time to see Ultear caught in Azuma's _**Great Tree Arc: Terra Clamare**_ spell and she was ensnared in roots while Azuma was using all of the magic stored within the earth to create a massive, extremely destructive explosion.

"It's time for you to die for your betrayal Ultear." Azuma said as prepared to land the finishing blow on Ultear but before he could do so he saw the roots ensnaring Ultear were beginning to freeze solid.

"What in the hell." Azuma said before turning around just in time to have Naruto slam a _**Sage Art: Ice Release Rasenshuriken**_ into Azuma's skull freezing his brain and killing him instantly and allowing Ultear to be freed from Azuma's magic.

"Ultear, are you okay?" Naruto asked out of concern and Ultear stood up and smiled at him.

"I am now, thanks for the save. That was just in the nick of time." Ultear said before Jellal and Meredy appeared.

"Ul, thank goodness you're okay. I was so worried when I heard your scream." Meredy said.

"Don't worry, I'm fine. Naruto-kun got here just in time and he managed to take out Azuma before he was able to finish me off." Ultear explained.

"We've also managed to take out Grim Reaper, Angel, and Cobra as well." Naruto added.

"And Jellal and I have already seen to the demise of Kain and Racer." Meredy chimed in.

"So that means there's only two members of the Balam Alliance left: the leaders Midnight and Rustyrose. If we take them out, they'll be no more Dark Guilds left." Jellal said before hearing clapping and the mages of Crime Sorciere and the New Sanin turned to see two men standing nearby.

The first was a man with spiky black and white hair hair reaching midway down his back with a white braided lock dangling down the left side of his face red eyes with dark eyeliner and plum-colored lipstick.

He wore a full-body white suit with a maroon stripe decorating his mid-thigh and a maroon-colored neckline completed with a black fur vest and white fur-trimmed brown coat as well as white elbow-length gloves and white boots.

The other man was a fairy tall, lanky young man whose silver hair was in a pompadour style. He wore silver designer glasses and a dark purple jacket with a flipped up collar, complete with fur trimming.

He wore a grayish shirt underneath the jacket with a belt over it wrapping around his waist. He wore long black pants and blue shoes and he wrapped up his androgynous look with a pair of white designer gloves.

"Bravo, so you managed to defeat the other members of our Unholy Alliance. Very impressive for a bunch of impudent fools." the silver-haired mage said, speaking in a somewhat pompous manner.

"Indeed, I must say I'm impressed you were able to strike down the other members of the Balam Alliance. However, don't think that you'll be able to have it as easy against the two of us." the black and white-haired man said with a sinister smirk.

"Well, well, Midnight and Rustyrose. I wondered when you two were going to have the balls to show yourselves." Naruto said.

"We intend to purify this world of scum such as yourselves. Do lowly dogs such as yourselves look to stand against demons like us." the silver-haired man, Rustyrose said in a mocking voice to the New Sanin.

"Everyone stay back, let me deal with this." Naruto boldly said as he stepped up.

"No, this time we'll do it together." Sasuke said as he stepped up and stood alongside Naruto. Naruto smiled at his teammate before Sasuke dropped his poncho and drew his sword with Naruto drawing his mother's sword.

"Humph, you're way out of your depth, foolish children." Rustyrose said as he and Midnight began to undergo a transformation similar to the one Grim Reaper went through when he called upon Pandora's power.

"You're the ones who are out of your depth. You two are way out of your league if you think you can beat shinobi like us. So far you're all just talk." Naruto said as he slipped into _**Six Paths Senjutsu Mode**_ once again.

"And your victory over Kaguya has made you senile Namikaze. Prepare to die." Midnight said as the final confrontation was set.

"_**Power"**__ by Kanye West begins playing_

"Come on." Naruto and Sasuke said before they went on the offensive with Naruto using his mother's signature Iaijutsu style against Midnight's _**Reflector Magic: Distort Blade**_ while Sasuke used his_** Sword of Kusanagi: Chidori Katana**_ against Rustyrose's _**Arc of Embodiment: Jet Black Sword**_.

Naruto went for a horizontal slash to Midnight's throat with his sword that was blocked by Midnight's Distort Blade with his right hand before he aimed for a stab at Naruto's chest with his left hand that Naruto parried before launching a barrage of five quick precise slashes.

Midnight blocked all five of them before kicking Naruto backwards away from him. Naruto did a backflip and landed swiftly on his feet before seeing Midnight coming at him with a Distort Blade in his left hand ready to strike.

Naruto quickly blocked the slash before activating his Rinnegan to launch Midnight away from him with the _**Almighty Push**_ that sent Midnight flying before Naruto launched himself at Midnight with a _**Wind Release: Rasenshuriken**_ ready to strike.

Meanwhile Sasuke had opened up with a flurry of offensive slashes at Rustyrose who matched Sasuke move for move with his Jet Black Sword while repeatedly aiming for Sasuke's vitals causing Sasuke to use his reflexes honed throughout the years to dodge Rustyrose's onslaught.

"_**Ghosts of Britta."**_ Rustyrose said before summoning a wave of ghost-like entities that wrapped around and froze Sasuke in his tracks before Rustyrose drew his Jet Black Sword and went in for the kill.

"_**Blaze Release: Kagutsuchi.**_" Sasuke said as he manipulated the flames of his Amaterasu into many spike-shaped projectiles with his Sharingan that he sent launching at Rustyrose. Rustyrose's jacket got scorched by the flames and the flames began to devour him.

With Rustyrose being devoured by the flames of the Amaterasu, Sasuke was freed from Rustyrose's technique and with Sasuke's movement no longer restricted, Sasuke activated his Susanoo before gathering power for one of his most powerful techniques.

"_**Blaze Release: Yasaka Magatama.**_" Sasuke said before the third hand of his Susanoo created an orb of black flames producing a number of magatama projectiles that he sent firing at Rustyrose that forcefully threw him off his feet and quickly incinerated him into nothingness.

"Time to die Namikaze. _**Darkness Magic: Genesis Zero!**_" Midnight shouted before gathering power for his most devastating darkness spell. He then summoned a multitude of black phantoms to try and strike Naruto. But Naruto had had enough of playing games and decided it was time to end this.

"_**Tailed Beast Ball Rasenshuriken!**_" Naruto shouted before creating a Truth-Seeking Ball that he converted into a Tailed Beast Ball with shuriken-like blades surrounding the ball created from wind-natured chakra.

The attack blocked and absorbed Midnight's attack before it was launched at Midnight where it collided with the Dark Mage exploding in a mass of wind, demonic, and yin-yang chakra that completely obliterated Midnight.

Both Naruto and Sasuke looked to where the two dark mages had been originally standing to see what looked like a demonic black box with white markings on it similar to the ones on the dark mages in their transformed state appear out of this air.

"This must be Pandora, Sasuke let's end this." Naruto said to Sasuke and he nodded before forming a _Chidori_ and Naruto formed a _Rasengan_ that they both slammed into the box shattering it into pieces and destroying it for good.

"It's over. The Balam Alliance is finished and Pandora is no more." Ultear said in relief and Jellal nodded in agreement, relieved that the war against darkness was finally over.

_**~back at Crime Sorciere's headquarters~**_

Naruto was currently relaxing in one of the many natural springs in the gardens of Crime Sorciere's headquarters. He and his team had been offered the opportunity to enjoy the luxuries of their headquarters as a reward for their help in defeating the Balam Alliance.

"Wow these springs are amazing. I don't know how Jellal and his team were able to create all this, but it sure is amazing I'll say that." Naruto said before he heard an amused giggle behind him and he turned around and blushed to see Ultear in a revealing kimono.

"Glad to see you like our springs so much Naruto-kun. You wouldn't mind if I joined you would you?" Ultear asked and Naruto blushed before shaking his head and Ultear smiled before removing her kimono and stepping into the water and Naruto blushed furiously while trying not to have a nosebleed.

"If you keep blushing like that, eventually your face is going to get stuck in that color. Relax Naruto-kun, I'm not gonna hurt you for looking at me." Ultear grinned and Naruto smiled at the Time Mage and immediately relaxed.

"So Naruto-kun, where are those teammates of yours?" Ultear asked.

"Oh Sasuke and Sakura are off in another spring bathing together. The two of them have become so close since the end of the 4th War." Naruto answered.

"Is that so, I always thought those two looked good together." Ultear said in amusement.

"Yeah tell me about it. A little bit of a secret for you: Sasuke said to me that he someday looks to restore his clan with Sakura one day." Naruto said.

"That sounds lovely, and what about you. Ever thought about starting a family of your own." Ultear asked him.

"Absolutely, I mean with my parents dying as an infant and coming up without parents I feel like it's almost destiny, as much as I hate that word, for me to have my own family someday and give them the love and care I never had." Naruto said and that caught Ultear's attention.

"You came up without parents, that is so coincidental, so did I." Ultear said surprising Naruto.

"You grew up without your parents, what happened to them?" Naruto asked.

"Well my mother took me to be checked out when I was young because I was sick as a child, but I was kidnapped and experimented on without her knowing about it."

The people who kidnapped me told my mother I had died from my illness and my mother never knew the truth." Ultear said and that shocked Naruto.

"That's terrible." Naruto said in disbelief.

"Yes, and for many years I never knew the truth about it. I just thought that my mother had abandoned me. I hated my mother for so many years, but when I finally discovered the truth, my heart was filled with so much sadness." Ultear said hanging her head.

"I'm so sorry Ultear." Naruto said sadly.

"It doesn't matter, don't apologize. Now that I know the truth, I cherish my mother's memory more than ever now." Ultear said with a smile on her face.

"That's good to hear." Naruto said as he stood up to pour water on the rocks surrounding the spring. As he did so, Ultear took a moment to admire his muscular form and she decided it was time to stop being so subtle and make her intentions for bathing with him known.

Naruto was busy pouring water on the rocks and he didn't notice Ultear creeping up behind him when suddenly she wrapped her arms around his toned chest and pressed her large breasts onto his strong back causing Naruto to freeze dead in his tracks.

"Ul-Ultear-hime, what are you doing." Naruto said as he froze from the feeling of her ample breasts squishing against his spine and Ultear grinned at his reaction.

"Oh Naruto-kun, you're so cute when you're flustered like this. I'm just trying to express my feelings toward you in a more….._sensual_ way." Ultear whispered in his ear before smoothly licking his neck and running her hands across his muscular chest.

"Sensual way huh." Naruto moaned before turning around in Ultear's hold and seeing the love and lust in her eyes told him all he needed to know and just how much she wanted him. Naruto closed the distance between the two of them with a loving kiss.

Ultear returned the kiss and immediately slid her tongue into Naruto's mouth where it was immediately greeted by his own. Naruto and Ultear's tongues sensuously danced in each other's mouths as Ultear backed Naruto to the rocks where he fell back without breaking the kiss and she fell on top of him.

Naruto rubbed Ultear's back as she straddled his lap and they both gazed into each other's eyes and saw the love they both had for each other. Both lovers moaned into the kiss as Ultear stroked Naruto's whiskers and she felt his manhood close to her womanhood.

Naruto reached up and cupped what he was able to hold of Ultear's huge bust and he squeezed Ultear's breasts together and licked the tops of them before latching his mouth onto her right breast making her gasp in pleasure.

Naruto suckled her breasts and enjoyed the taste of her mounds. He circled his tongue onto her nipple while gently sinking his teeth into her breast. Ultear moaned at the new sensations of pleasure she was experiencing while feeling herself getting wetter with each passing second.

Naruto's tongue toyed and flicked Ultear's nipple and he carefully gnawed on the soft flesh. Ultear whimpered as his mouth worked over her breast before he took his mouth off her right breast and placed it on the left one.

Naruto gave her left breast the same treatment he gave the right one while his fingers rubbed and massaged her mounds. Ultear smiled as Naruto toyed with her breast while suckling and nibbling her tits while placing her hand on the back of his head.

After a while, Naruto took his mouth off her tits and gripped her hardened nipples and twisted them. He pulled on her aroused buds before burying his head into her ample cleavage and lustfully licking at his heart.

Ultear smiled at this before she whispered in his ear and he nodded before laying on his back and she straddled his neck and seductively swayed her crotch at him before spreading her folds tempting him to taste her.

Naruto's tongue eagerly lashed at her clit before wildly brushing against it. His fingers wiggled on her folds as he occupied himself by licking at her clit and she moaned as she palmed her own breast before starting to lick her tit, giving Naruto more wetness to enjoy.

Naruto moaned at his throbbing erection before his tongue licked its way down her clit and entered Ultear's folds where it began slithering against her walls. It hungrily licked at her wetness and she whimpered before suckling on her nipple.

The sight of her doing something so lewd was keeping him as hard as he could possibly be and he rubbed her folds. His tongue surveyed and traveled into Ultear's moist tunnels as he reached up to palm her breast and he began groping her once again much to her delight.

Ultear's face glowed red with lust as she felt Naruto's tongue squirm and wiggle within her pussy. He licked her walls and seized her wetness with complete eagerness while his free hand reached up to palm the breast she was lewdly suckling.

He started fondling it and her pleasure was doubled from this move as Naruto licked into Ultear's innards while squeezing her orb and she rubbed her lips on her tit. She watched as Naruto's fingers rubbed on her womanhood and he massaged her breast as she felt her orgasm getting nearer lick by lick.

Just then, it happened before her fluids drained from her pussy and Naruto's tongue was given a delicious taste. In an almost savage fashion, he licked up her wetness before she got off him and he lie panting before she gripped his manhood.

He looked at Ultear and he could see the lust shimmering in her eyes before she kissed the center of his tower before pressing her large chest against it and slowly trapped his member between her ample breasts.

Naruto sat upright to shudder with pleasure as Ultear looked at his exposed foreskin and sultrily giggled before planting kisses on it. Ultear's heavenly lips pecked Naruto's manhood as it was encased in her breasts and she rubbed her hand on his crotch.

She teased him by trickling her fingers on his testicles before giving his erection a slow, teasing lick while staring at him with her lustful eyes while squishing her mounds together on his manhood and he moaned at the mounds smothering his cock.

As she finished rubbing her hand on Naruto's crotch, she smothered her breasts on his cock and started swirling her tongue on the tip. Ultear hemmed at the taste while Naruto managed to keep his balance as she tasted his manhood and licked his foreskin.

She stroked his erection with her mounds and rubbed them on his hilt. He moaned from their softness and watched her caress her tits on his manhood. He couldn't hold back as he began to thrust into Ultear's breasts and smiled at how they felt from their time in the water.

She smiled at his thrusts before opening her mouth and sliding it down his member. Naruto moaned loudly as Ultear squeezed and rubbed her tits together on him while his thrusts made her large orbs jiggle and bounce slowly on his tower.

Ultear closed her eyes as she sucked on his manhood and held her breasts on it while she felt him starting to twitch within her mouth. He shot his erection into her mounds and Ultear moaned as she continued to tap her tongue on the head of it, knowing that she was close to making him come.

The Time Mage's breasts jiggled and bounced on the blonde Sage's hilt while her eyes focused on his face and she smirked to herself at the pleasured look on his face. Naruto felt the twitching and throbbing of his member build up as his crotch shot before closed his eyes.

Just then, Ultear groaned as Naruto's cock unleashed a torrent of semen that blasted against her tongue and sprayed from inside of her mouth. The remnants of his cum dripped out of her mouth and into her cleavage and trailed down her breasts for a while before she swallowed what she could.

Ultear took her mouth off him and panted before giving Naruto's manhood one more lick and with a lick of her lips, she crawled back onto him. He wrapped his arms around her curvaceous frame and her breasts rubbed against him as she placed her hand on his cheek to stroke it endearingly.

Both of them looked at each other and nodded and Ultear sultrily grinned before teasingly sliding down Naruto's length and his eyes squeezed shut and he moaned loudly as he felt her warm, slimy innards enveloping his cock and she moaned at the pleasure of being filled and the pain of her broken hymen.

As she finally became used to Naruto's size, he started to jerk his crotch upright into her folds and she placed her hands on the back of his head while squishing her breasts against his heart. She shook her hips and grinded his cock as it charged into her warmth as she sat up.

She thrust herself down onto Naruto's erection as he shot it up into her pussy and he palmed her breasts as they started to heave. As she rolled her hips forward, Naruto took a moment to admire his lover's beauty and he smiled at her curvaceous, and attractive figure.

Ultear blushed and moaned as Naruto squeezed and massaged her mounds as they jiggled. She placed her hands on either side of him and he sat up to kiss her. They moaned in their kiss as their tongues licked against one another and her bright chocolate eyes connected with his bright cerulean eyes.

Naruto rubbed Ultear's ample breasts together and she moaned while riding her lover's manhood. He pummeled his erection against her walls of wetness and she moved her hips forward. She placed her hands on the back of Naruto's head and held him close in their kiss as her orbs bobbed about in his hold.

Naruto groaned at Ultear's wet yet tight innards milking his cock as his impacts spread them and she ran her fingers through his hair. He rubbed his tongue against Ultear's and she moaned into his mouth as his member thrashed about inside of her entrance.

She moaned with glee and found Naruto's thrusts to feel too good to be true and her mind was slowly going crazy with lust each time he pounded into her. Naruto's cock flew into Ultear's tunnels as she shook her waist on his member and grinded it within her wetness.

She whimpered as he gripped her nipples and pulled them forward to the point where she broke the kiss to moan. He kissed her heaving breasts until he engulfed her nipple and suckled it while sinking his fingers into either bobbing orb.

She smiled at him and reached down to squeeze his rear once while his growth thundered into her pussy. As he toyed with her breasts, she knew she was growing tighter on Naruto's hilt and he was starting to twitch within her core.

He worked his mouth on her tit and she kissed his forehead as he drove his hardness into her warmth. She whimpered as she felt close to coming and so did her lover as he rumbled his manhood within her and she moaned in delight.

He squeezed and caressed her mounds together as they jiggled while licking her tits. Ultear whimpered as Naruto's tongue danced on her mounds before he freed them in order to wrap his arms around her and hold her close by placing his hand on her back.

Her jiggling breasts squeezed against his chest and she wrapped her arms around him in return as their lips reunited in a slobbery lock. Naruto and Ultear held onto each other as they grinded their crotches against one another and lustfully versed tongues.

At long last, the Time Mage's innards wrapped around Naruto's erection and squeezed it into blasting her womb with his supercharged seed. Ultear moaned as she felt her stomach being filled up by the hot substance while the rest of their release exploded from her entrance and oozed onto the ground.

Naruto slowly lie on his back with Ultear still on top of him and they broke their kiss. Ultear lovingly nuzzled Naruto and he returned the affectionate gesture.

"So how did you enjoy that Ultear-hime?" Naruto asked and Ultear grinned at him before pushing him back onto his back and turning in the opposite direction before sinking back down his cock.

"That was simply amazing Naruto-kun, but we're just getting warmed up." Ultear moaned as the blonde Sage underneath her jerked his member into her arousal and rubbed it against her walls. She bucked her hips and leaned back as the whiskered blonde fondled and toyed with her breasts.

Naruto held onto Ultear's sweating mounds as he jerked his manhood unto her caverns and she shook her waist on it in return. Her hands rested on either side of the blonde male and the hot blush on her face never went away as long as Naruto shot his member into her wetness.

She worked her hips together as Naruto jerked his cock up into the depths of her warm, slimy pussy and found the speed of her bucking was no match for his agile speed. He moaned as her juicy ass hitting his crotch and her brown eyes sparkled with lust as she fell back against him.

Naruto licked Ultear's cheek before she turned her attention to him and she lashed her tongue against his. Both closed their eyes as their tongues wiggled against one another and she sent her wetness down the blonde's raging rod.

Ultear whimpered as Naruto's manhood sped into her caverns and relentlessly struck her innards. Naruto's fingers seized Ultear's nipples as they bobbed and jiggled into the air while he crashed his throbbing glory into her womanhood.

She framed his face and stroked his cheek before pressing her lips against his. Chocolate and cerulean eyes stared at one another as Ultear's moans went muffled as the blonde toyed with her tits while her breasts freely heaved about.

Naruto pounded his tower into her warmth as it slid up and down him and he twisted her buds while her free hand rested on the ground. The pair groaned as they kissed and wrestled tongues before Ultear broke the kiss to moan as her warmth tightened on his length and their juices exploded from her.

Both moaned as their release poured out of Ultear's warmth and a lustful smile stayed on her face. She panted as she came and Naruto sat back before Ultear kissed him and leaned in close to nuzzle him.

"Hey Naruto-kun, still good to go." Ultear said.

"You better believe it Ultear-hime." Naruto said and Ultear smiled as she turned onto her front and balanced herself on all fours. Naruto got behind her and gripped her rear before his cock returned to her moist womanhood.

Ultear shivered in joy from this before he started to pummel his cannon into her wetness and her breasts swung forward. Flesh colliding against flesh was heard through the spring as Naruto's erection slammed into Ultear's warmth and she kept her hands planted on the ground.

Sweat rained from Naruto and Ultear's bodies as he slammed his manhood into her core and her eyes continued to glow with lust. Naruto moaned at Ultear's ever growing tightness before placing his chest on her back and cupped her jiggling bosom.

She moaned and pressed her lips against his as he shot his manhood forward into her warmth. Blue and brown eyes met as Naruto slammed his cock into her entrance and it rubbed against her walls with her walls milking him with each thrust.

He rubbed his tongue against her tongue and both opened their mouths to allow their French-kissing to move a step forward as she licked the roof of her mouth. Meanwhile, she licked the underside of his tongue and both moaned as Naruto caressed and squeezed her breasts together.

Ultear's tongue licked the underside of Naruto's tongue as he returned the favor and buried his fingers within the jiggling orbs of flesh while groping them excessively. Ultear's mind returned to being blank with pleasure as she fell onto her front and Naruto resorted to gripping her small waist instead.

Her eyes closed as her breasts pressed against the bed and bobbed on it while Naruto shot his hips forward. He smiled as his manhood flew into her tunnels and slammed into her core. Ultear's lusty smile remained on her face as her defender jetted his cannon into her wetness and his impacts reached the depths of her stomach.

The sweaty shinobi's erection thundered into Ultear's pussy while he closed his eyes with a big smile on his face as a third orgasm quickly approached and this kept their excitement as high as could be. Naruto groaned as his balls grew tighter along with her walls on his manhood and Ultear continued to moan.

At last, her innards coiled around his erection and a mega tsunami of semen washed out of her before pouring onto her bed. Naruto pulled his member out of Ultear's walls and collapsed next to her before wrapping his arms around her waist.

Ultear smiled back at her lover and turned in his direction to kiss him while he groped her rear mounds. The purple-haired woman moaned in their kiss before they moved back to the spring and rested in the water, unaware that Meredy was watching them from a distance.

"Ul, you're in good hands now." Meredy thought to herself happy that Ultear had found someone that could bring joy to her life as she left the couple alone.

**_~Years later~_**

Meredy had arrived at the Hokage Mansion and was eager to see her older sister-figure and her children that she had heard about but hadn't seen yet.

"Ul, I'm here." Meredy said as she entered the Hokage mansion to see Naruto with his wife Ultear Milkovich Namikaze in the living room with Ultear looking over a crib with a maternal look on her face.

"Meredy, good to see you. Come and take a look at our new children." Ultear said as she motioned for the pinkette to come closer. Meredy looked into the crib to see two young girls; one with blonde hair and blue eyes and the other with purple hair and eyes of the same.

"So these are you're new kids, they're adorable." Meredy said and the two girls gurgled at Meredy.

"I think Kushina and Ul agree with you. What do you think Naruto-kun?" Ultear said as she looked to her husband.

"I think our girls are going to be two beautiful young ladies when they get older just like their mother." Naruto said and Ultear smiled at him before pulling her husband into a loving kiss and Meredy smiled to see that Ultear was living the happy life she richly deserved.

* * *

><p>Well there it is ladies and gentlemen, the latest installment in my <em><strong>NarutoFairy Tail**_ crossover series. I apologize for not being able to get to this before now, but along with a serious lack of creative ideas, I was also dealing with the fact that finals are coming up here in Tallahassee.

But thanks to help of my creative team of fellow authors (especially my good friend _**mindmaster123**_) I was finally able to come up with something for this story. And after seeing how this one turned out, I can say it was well worth the hard work.

Now as for what's next, the next lady in this series is one I've been waiting to do for quite some time as Naruto will be paired up with the lovely Minerva. As for Ultear, the next time in this series she'll appear will be in a three way with Naruto/Ultear/Meredy.

Now as for the next lemon you'll see from me this month, the next story will be the newest installment in my _**Icha Icha Paradise**_ series which will see Naruto paired up with the Star Kunoichi Hokuto. Well so long for now and don't forget to read and review.

_AND THAT'S THE BOTTOM LINE 'CAUSE __**DARKCHILD316**__ SAID SO!_


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